Common use of Acceptance Obligation Clause in Contracts

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office in accordance with a Drawing Notice on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Administrative Agent prior to 11:00 A.M., Toronto time, two Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver to the Administrative Agent a Drawing Notice with respect thereto or (y) repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Administrative Agent or fails to repay the maturing Acceptances, or if an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending Office, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.

Acceptance Obligation. The relevant Each Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class Bank the face amount of each Acceptance created by such Applicable Lending Office Canadian Bank in accordance with a Notice of Drawing Notice pursuant to paragraph (d) of this Annex on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant applicable Canadian Borrower shall notify the Administrative Canadian Sub-Agent prior to 11:00 A.M., a.m. (Toronto time, two ) three Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its such Canadian Borrower's intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Administrative Agent a Drawing Notice with respect thereto or (y) repay the maturing Acceptances on the maturity dateCanadian Sub-Agent. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant , it being understood that payments by any Canadian Borrower fails to provide such notice to the Administrative Agent or fails to repay the maturing Acceptances, or if an Event of Default has occurred Borrowers and is continuing on such maturity date, the relevant fundings by any Canadian Borrower’s obligations Banks in respect of the each maturing Acceptances Acceptance and each new Acceptance shall be deemed to have been converted made on a net basis reflecting the maturity date thereof into a Canadian Base Rate Loan of the applicable Class in an amount equal to difference between the face amount of the maturing AcceptancesAcceptance and the BA Discount Proceeds of the new Acceptance, less the applicable Acceptance Fee. If the applicable Canadian Borrower fails to give the foregoing notice, and if the subject Acceptance Obligation is not paid when due, the applicable Canadian Borrower shall irrevocably be deemed to have requested and to have been advanced a Canadian Prime Rate Contract Advance in the face amount of such maturing Acceptance on the maturity date of such Acceptance from the Canadian Bank which accepted such maturing Acceptance, which Canadian Prime Rate Contract Advance Acceptance shall bear interest, payable on demand, at a rate per annum equal to the Canadian Prime Rate in effect from time to time, from the due date thereof to the date of payment thereof. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender Bank in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Bank under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Bank in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Bank, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower GM Canada is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Canadian/US Secured Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office in accordance with a Drawing Notice on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower GM Canada shall notify the Administrative Agent prior to 11:00 A.M., Toronto time, two Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver to the Administrative Agent a Drawing Notice with respect thereto or (y) repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower GM Canada fails to provide such notice to the Administrative Agent or fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s GM Canada's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower GM Canada waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Canadian/US Secured Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office in its own right and each Canadian Borrower GM Canada agrees not to claim any days of grace if that Applicable Lending Office, as holder, sues such Canadian Borrower GM Canada on those Acceptances for payment of the amounts payable by such Canadian Borrower GM Canada thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created accepted by such Applicable Lending Office Canadian Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Administrative Canadian Agent prior to 11:00 A.M., Toronto time, two A. M. one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its Canadian Borrower's intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Administrative Canadian Agent a Drawing Notice with respect thereto or (y) that Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto timein accordance with Section 2.13(a) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Administrative Canadian Agent or Canadian Borrower fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s 's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Prime Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office Lender in accordance with a Canadian Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Canadian Administrative Agent prior to 11:00 A.M.10:00 a.m., Toronto time, two Canadian Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its the Canadian Borrower's intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Canadian Notice of Drawing to the Canadian Administrative Agent a Drawing Notice with respect thereto or (y) that the Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Canadian Administrative Agent or fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s 's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Prime Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such the Canadian Borrower on those Acceptances for payment of the amounts payable by such the Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office Lender in accordance with a Canadian Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Canadian Administrative Agent prior to 11:00 A.M.1:00 p.m., Toronto time, two Canadian Business Days prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its the Canadian Borrower’s intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Canadian Notice of Drawing to the Canadian Administrative Agent a Drawing Notice with respect thereto or (y) that the Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. 3:00 p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Canadian Administrative Agent or fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Prime Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of accepted or purchased by such Canadian Borrower accepted by such Applicable Lending Office Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such the Canadian Borrower on those Acceptances for payment of the amounts payable by such the Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Canadian Administrative Agent prior to 11:00 A.M., Toronto time, two 12:00 noon one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its the Canadian Borrower's intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Canadian Administrative Agent a Drawing Notice with respect thereto or (y) that the Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Canadian Administrative Agent or fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s 's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Prime Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such the Canadian Borrower on those Acceptances for payment of the amounts payable by such the Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created accepted by such Applicable Lending Office Canadian Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Administrative Canadian Agent prior to 11:00 A.M., Toronto time, two A. M. one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its Canadian Borrower’s intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Administrative Canadian Agent a Drawing Notice with respect thereto or (y) that Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto timein accordance with Section 2.13(a) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Administrative Canadian Agent or Canadian Borrower fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Prime Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is Borrowers are obligated, and hereby unconditionally agreesagree, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created accepted by such Applicable Lending Office Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Administrative Borrower shall notify the Canadian Administrative Agent prior to 11:00 A.M., Toronto time, two 12:00 noon one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its the Canadian Borrowers’ intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Canadian Administrative Agent a Drawing Notice with respect thereto or (y) that the Canadian Borrowers intend to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Administrative Borrower fails to provide such notice to the Canadian Administrative Agent or fails the Canadian Borrowers fail to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s Borrowers’ obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Prime Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each The Canadian Borrower waives Borrowers waive presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each the Canadian Borrower agrees Borrowers agree not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such the Canadian Borrower Borrowers on those Acceptances for payment of the amounts payable by such the Canadian Borrower Borrowers thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created accepted by such Applicable Lending Office Canadian Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Administrative Canadian Agent prior to 11:00 A.M., Toronto time, two A. M. one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its Canadian Borrower’s intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Administrative Canadian Agent a Drawing Notice with respect thereto or (y) that Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. (Toronto timein accordance with Section 2.13(a) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Administrative Canadian Agent or Canadian Borrower fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Prime Rate Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such Canadian Borrower on those Acceptances for payment of the amounts payable by such Canadian Borrower thereunder.

Acceptance Obligation. The relevant Canadian Borrower is obligated, and hereby unconditionally agrees, to pay to the Administrative Agent for the benefit of each Applicable Lending Office of each Canadian Revolving Lender of the applicable Class the face amount of each Acceptance created by such Applicable Lending Office Lender in accordance with a Notice of Drawing Notice pursuant to paragraph (c) on the maturity date thereof, or on such earlier date as may be required pursuant to provisions of this Agreement. With respect to each Acceptance which is outstanding hereunder, the relevant Canadian Borrower shall notify the Canadian Administrative Agent prior to 11:00 A.M., Toronto time, two 12:00 p.m. one Canadian Business Days Day prior to the maturity date of such Acceptance (which notice shall be irrevocable) of its the Canadian Borrower's intention to either (x) issue Acceptances on such maturity date to provide for the payment of such maturing Acceptance and shall deliver a Notice of Drawing to the Canadian Administrative Agent a Drawing Notice with respect thereto or (y) that the Canadian Borrower intends to repay the maturing Acceptances on the maturity date. Any repayment of an Acceptance must be made at or before 2:00 P.M. p.m. (Toronto time) on the maturity date of such Acceptance. If the relevant Canadian Borrower fails to provide such notice to the Canadian Administrative Agent or fails to repay the maturing Acceptances, or if a Default or an Event of Default has occurred and is continuing on such maturity date, the relevant Canadian Borrower’s 's obligations in respect of the maturing Acceptances shall be deemed to have been converted on the maturity date thereof into a Canadian Base Rate Prime Loan of the applicable Class in an amount equal to the face amount of the maturing Acceptances. Each The Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Applicable Lending Office of a Canadian Revolving Lender in respect of any Acceptances of such Canadian Borrower accepted by such Applicable Lending Office Canadian Lender under this Agreement which might exist solely by reason of those Acceptances being held, at the maturity thereof, by that Applicable Lending Office Canadian Lender in its own right and each the Canadian Borrower agrees not to claim any days of grace if that Applicable Lending OfficeCanadian Lender, as holder, sues such the Canadian Borrower on those Acceptances for payment of the amounts payable by such the Canadian Borrower thereunder.